Common use of Conveyance and Delivery by Seller Clause in Contracts

Conveyance and Delivery by Seller. On the Closing Date, Seller shall surrender and deliver possession of the Acquired Assets to Buyer and take such steps as may be required to put Buyer in actual possession and operating control of the Acquired Assets, and in addition shall deliver to Buyer such bills of sale and assignments and other good and sufficient instruments and documents of conveyance, in form reasonably satisfactory to Buyer, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller's right, title, and interest in and to the Acquired Assets free and clear of any Encumbrance or restriction of any kind. Without limiting the generality of the foregoing, at the Closing, Seller shall deliver to Buyer: (a) the Bill of Sale, substantially in the xxxm of Exhibit A hereto, duly executed by Seller (the "Bill of Sale"); (b) xxx Employment Agreements, substantially in the form of Exhibit B-1 hereto, duly executed by each of Kevin Teder and Robert Wise (each, xx "Xxxxxxment Xxxxxxxxx") and the offer letter substantially in the form of Exhibit B-2 duly executed by Robert Vickers, Katherine Witsken-Xxxxxx xxx Xxxes Xxxxx (xxxx, xx "Xxxxx Lettex"); (c) the General Assignment and Assumption Agreement related to the assigned Seller Contracts, Permits, Government Authorizations and other Acquired Assets, substantially in the form of Exhibit C hereto, duly executed by Seller (the "General Assignment and Assumption Agreement"); (d) the Trademark Assignment related to the assigned Intellectual Property Assets, substantially in the form of Exhibit D hereto, duly executed by Seller (the "Trademark Assignment"); (e) such other good and sufficient instruments of conveyance and transfer (collectively the "Other Instruments" and together with the Bill of Sale, the General Assignmexx xnd Assumption Agreement, the Trademark Assignment, the "Instruments of Assignment"); (f) the Transition Services Agreement; substantially in the form of Exhibit E hereto, duly executed by Seller (the "Transition Services Agreement"); (g) the Operating Agreement; substantially in the form of Exhibit F hereto, duly executed by Seller (the "Operating Agreement"); (h) executed copies of any Consents; and (i) a certificate, dated the Closing Date, executed by the Secretary of Seller, certifying as to (a) Seller's certificate of incorporation, (b) Seller's by-laws, (c) resolutions with respect to the transactions contemplated by this Agreement adopted by Seller's board of directors and attached to such certificate, and (d) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement on behalf of Seller. (j) Seller's unaudited balance sheet as of December 31, 2003 and December 31, 2002, and related statements of income for the years ending December 31, 2003 and 2002, and statement of accounts receivable as of April 21, 2004 for the Purchased Business, in each case prepared in accordance with GAAP and to the approval of Buyer and Deloitte & Touche.

Conveyance and Delivery by Seller. On the Closing Date, Seller shall will surrender and deliver possession of the Acquired Assets to Buyer and take such steps as may be required to put Buyer in actual possession and operating control of the Acquired Assets, and in addition shall deliver to Buyer such bills of sale and assignments and other good and sufficient instruments and documents of conveyance, in form reasonably satisfactory to Buyer, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller's right, title, and interest in and to the Acquired Assets free and clear of any Encumbrance lien, charge, pledge, security interest, restriction or restriction encumbrance of any kindkind (except as set forth in Schedule 1.1(a). Without limiting the generality of the foregoing, at the Closing, Seller shall deliver to Buyer: (a) the a Bill of SaleSale and Assignment, substantially in the xxxm form of Exhibit A hereto2.2(x), duly executed by Seller (the "Bill of Sale"); (b) xxx an employment agreement, xxxxtantially in the form of Exhibit 2.2(b), executed by the Shareholders (the "Shareholder Employment Agreements"); (c) an Assignment and Assumption Agreement, substantially in the form of Exhibit B-1 hereto2.2(d), duly executed by each of Kevin Teder and Robert Wise (each, xx "Xxxxxxment Xxxxxxxxx") and the offer letter substantially in the form of Exhibit B-2 duly executed by Robert Vickers, Katherine Witsken-Xxxxxx xxx Xxxes Xxxxx (xxxx, xx "Xxxxx Lettex"); (c) the General Assignment and Assumption Agreement related with respect to the assigned Seller ContractsAssigned Agreements, Permits, Government Authorizations and other Acquired Assets, substantially in the form of Exhibit C hereto, duly executed by Seller (the "General Assignment and Assumption Agreement"); (d) the Trademark Assignment related duly adopted resolutions of Seller's Board of Directors satisfactory to the assigned Intellectual Property Assets, substantially Buyer in the form its reasonable discretion: (i) approving a plan of Exhibit D hereto, duly executed by Seller asset transfer (the "Trademark AssignmentPlan of Asset Transfer") and proposing same to the Shareholders for their consideration and adoption, in accordance with Section 1932(b) of the Pennsylvania Business Corporation Law (the "PBCL");; (ii) terminating Seller's Employee Benefit Plans; and (iii) directing the Seller's 401(k) Plan's Trustee to apply for a determination letter from the Internal Revenue Service with respect to the termination of the 401(k) Plan and to submit a Notice of Intent to Terminate to all participants and beneficiaries under 401(k) Plan (the "Seller's Board Resolutions"); and (e) such other good and sufficient instruments duly adopted resolutions of conveyance and transfer (collectively the "Other Instruments" and together Shareholders, adopting the Plan of Asset Transfer in accordance with Section 1932(b) of the Bill of Sale, the General Assignmexx xnd Assumption Agreement, the Trademark Assignment, the "Instruments of Assignment"); (f) the Transition Services Agreement; substantially in the form of Exhibit E hereto, duly executed by Seller PBCL (the "Transition Services AgreementShareholder Resolutions"); (g) the Operating Agreement; substantially in the form of Exhibit F hereto, duly executed by Seller (the "Operating Agreement"); (h) executed copies of any Consents; and (i) a certificate, dated the Closing Date, executed by the Secretary of Seller, certifying as to (a) Seller's certificate of incorporation, (b) Seller's by-laws, (c) resolutions with respect to the transactions contemplated by this Agreement adopted by Seller's board of directors and attached to such certificate, and (d) incumbency and signatures of the persons who have executed this Agreement and any other documents, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement on behalf of Seller. (j) Seller's unaudited balance sheet as of December 31, 2003 and December 31, 2002, and related statements of income for the years ending December 31, 2003 and 2002, and statement of accounts receivable as of April 21, 2004 for the Purchased Business, in each case prepared in accordance with GAAP and to the approval of Buyer and Deloitte & Touche.

Conveyance and Delivery by Seller. On At the Closing Date, Closing, (a) Seller shall surrender and deliver possession of the Acquired Assets to Buyer and take such steps as may be required to put Buyer in actual possession and operating control of the Acquired Assets, and in addition shall deliver to Buyer such bills of sale and assignments and other good and sufficient instruments and documents of conveyance, in form reasonably satisfactory to Buyer, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller's right, title, and interest in and to the Acquired Assets free and clear of any Encumbrance lien, charge, pledge, security interest, restriction or restriction encumbrance of any kind. Without limiting kind except for the generality Permitted Liens and as otherwise indicated in this Agreement. (b) Seller shall execute and deliver to Buyer for each Purchased Site either (i) a statutory form of bargain and sale deed with covenants against grantor's acts, containing the covenant required by Section 13 of the foregoingNew York Lien Law, at or an assignment and assumption of lease, properly executed in recordable form so as to convey the Closingtitle required by this Agreement, and (ii) customary title affidavits, all required real property transfer tax returns and payment for all transfer taxes or filing fees. If required by Section 909 of the New York Business Corporation Law, Seller shall deliver to Buyer: (a) the Bill of Sale, substantially in the xxxm of Exhibit A hereto, duly executed by Seller (the "Bill of Sale"); (b) xxx Employment Agreements, substantially in the form of Exhibit B-1 hereto, duly executed by each of Kevin Teder and Robert Wise (each, xx "Xxxxxxment Xxxxxxxxx") and the offer letter substantially in the form of Exhibit B-2 duly executed by Robert Vickers, Katherine Witsken-Xxxxxx xxx Xxxes Xxxxx (xxxx, xx "Xxxxx Lettex"); (c) the General Assignment and Assumption Agreement related to the assigned Seller Contracts, Permits, Government Authorizations and other Acquired Assets, substantially in the form of Exhibit C hereto, duly executed by Seller (the "General Assignment and Assumption Agreement"); (d) the Trademark Assignment related to the assigned Intellectual Property Assets, substantially in the form of Exhibit D hereto, duly executed by Seller (the "Trademark Assignment"); (e) such other good and sufficient instruments of conveyance and transfer (collectively the "Other Instruments" and together with the Bill of Sale, the General Assignmexx xnd Assumption Agreement, the Trademark Assignment, the "Instruments of Assignment"); (f) the Transition Services Agreement; substantially in the form of Exhibit E hereto, duly executed by Seller (the "Transition Services Agreement"); (g) the Operating Agreement; substantially in the form of Exhibit F hereto, duly executed by Seller (the "Operating Agreement"); (h) executed copies of any Consents; and (i) a certificate, dated Buyer at the Closing Date, executed by the Secretary a resolution of Seller, certifying as to (a) Seller's certificate of incorporation, (b) Seller's by-laws, (c) resolutions with respect to the transactions contemplated by this Agreement adopted by Seller's board of directors authorizing the sale and delivery of each deed and a certificate executed by the secretary or assistant secretary of Seller certifying as to the adoption of such resolutions and setting forth facts showing that the transfer complies with the requirements of such law. Each of the deeds being delivered by Seller hereunder shall also contain a recital sufficient to establish compliance with such law. (c) Seller shall execute and deliver to Buyer a lease for the Rochester Site in the form of EXHIBIT B attached to such certificate, and hereto (the "ROCHESTER LEASE"); and (d) incumbency Seller shall deliver to Buyer: (i) all keys to each Purchased Site and signatures of the persons who have executed this Agreement and any other documentsRochester Site, certificates and agreements to be executed and delivered at the Closing pursuant to this Agreement on behalf of Seller. (j) Seller's unaudited balance sheet as of December 31, 2003 and December 31, 2002facilities, and related statements of income for equipment transferred to Buyer and, (ii) all security and access codes, if any, applicable to each Purchased Site and the years ending December 31Rochester Site, 2003 and 2002facilities, and statement of accounts receivable as of April 21, 2004 for the Purchased Business, in each case prepared in accordance with GAAP and equipment transferred to the approval of Buyer and Deloitte & ToucheBuyer.

Conveyance and Delivery by Seller. On the Closing Date, Seller shall will surrender and deliver possession of the Acquired Assets to Buyer and take such steps as may be required to put Buyer in actual possession and operating control of the Acquired Assets, and in addition shall deliver to Buyer such bills of sale and assignments and other good and sufficient instruments and documents of conveyance, in form reasonably satisfactory to Buyer, as shall be necessary and effective to transfer and assign to, and vest in, Buyer all of Seller's right, title, and interest in and to the Acquired Assets free and clear of any Encumbrance lien, charge, pledge, security interest, restriction or restriction encumbrance of any kindkind (except as set forth in Schedule 1.1(a). Without limiting the generality of the foregoing, at the Closing, Seller shall deliver to Buyer: (a) the a Bill of SaleSale and Assignment, substantially in the xxxm form of Exhibit A hereto2.2(x), duly executed by Seller (the "Bill of Sale"); (b) xxx Employment Agreementsan Assignment and Assumptxxx Agreement, substantially in the form of Exhibit B-1 hereto2.2(b), duly executed by each of Kevin Teder and Robert Wise (each, xx "Xxxxxxment Xxxxxxxxx") and the offer letter substantially in the form of Exhibit B-2 duly executed by Robert Vickers, Katherine Witsken-Xxxxxx xxx Xxxes Xxxxx (xxxx, xx "Xxxxx Lettex"); (c) the General Assignment and Assumption Agreement related with respect to the assigned Seller ContractsAssigned Agreements, Permits, Government Authorizations and other Acquired Assets, substantially in the form of Exhibit C hereto, duly executed by Seller (the "General Assignment and Assumption Agreement"); (dc) the Trademark Assignment related duly adopted resolutions of Seller's Board of Directors satisfactory to the assigned Intellectual Property Assets, substantially Buyer in the form its reasonable discretion: (i) approving a plan of Exhibit D hereto, duly executed by Seller asset transfer (the "Trademark AssignmentPlan of Asset Transfer"); (e) such other good and sufficient instruments proposing same to the Shareholders for their consideration and adoption, in accordance with Section 1932(b) of conveyance and transfer (collectively the "Other Instruments" and together with the Bill of Sale, the General Assignmexx xnd Assumption Agreement, the Trademark Assignment, the "Instruments of Assignment"); (f) the Transition Services Agreement; substantially in the form of Exhibit E hereto, duly executed by Seller Pennsylvania Business Corporation Law (the "Transition Services AgreementPBCL"); ; (gii) terminating Seller's Employee Benefit Plans; and (iii) directing the Operating Agreement; substantially in Seller's 401(k) Plan's Trustee to apply for a determination letter from the form Internal Revenue Service with respect to the termination of Exhibit F hereto, duly executed by Seller the 401(k) Plan and to submit a Notice of Intent to Terminate to all participants and beneficiaries under 401(k) Plan (the "Operating AgreementSeller's Board Resolutions"); (h) executed copies of any Consents; and (i) a certificate, dated the Closing Date, executed by the Secretary of Seller, certifying as to (a) Seller's certificate of incorporation, (b) Seller's by-laws, (c) resolutions with respect to the transactions contemplated by this Agreement adopted by Seller's board of directors and attached to such certificate, and (d) incumbency and signatures duly adopted resolutions of the persons who have executed this Agreement and any other documentsShareholders, certificates and agreements to be executed and delivered at adopting the Closing pursuant to this Agreement on behalf Plan of Seller. (j) Seller's unaudited balance sheet as of December 31, 2003 and December 31, 2002, and related statements of income for the years ending December 31, 2003 and 2002, and statement of accounts receivable as of April 21, 2004 for the Purchased Business, in each case prepared Asset Transfer in accordance with GAAP and to Section 1932(b) of the approval of Buyer and Deloitte & TouchePBCL (the "Shareholder Resolutions").